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Dufu Liquor Group Limited — Proxy Solicitation & Information Statement 2014
Nov 30, 2014
49605_rns_2014-11-30_34236dd4-e6c3-4850-a2c2-9afe29d286b4.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
China Environmental Energy Investment Limited
(Incorporated in Bermuda with limited liability)
(Stock code: 986)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of China Environmental Energy Investment Limited (the “ Company ”) will be held at 3/F, Victoria Room 2, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 18 December 2014 at 10:00 a.m., for the purpose of considering and, if thought fit, passing the following resolution:
ORDINARY RESOLUTION
“ THAT
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(a) the Rights Issue (as defined below) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; For the purpose of this resolution, “Rights Issue” means the proposed allotment and issue of not less than 1,927,619,560 new Shares each ranking pari passu in all respects with existing Shares of the Company (the “ Rights Shares ”) and not more than 2,314,080,968 Rights Shares pursuant to an offer by way of rights to the holders of Shares (the “ Shareholders ”) at the subscription price of HK$0.195 per Rights Share in the proportion of eight (8) Rights Shares for every one (1) existing Share held by the Shareholders whose names appear on the register of members of the Company on 29 December 2014 (or such later date as the Company and the Underwriter (as defined in paragraph (b) of this resolution) may agree to be the record date for such Rights Issue) (the “ Record Date ”) other than those Shareholders whose addresses on the Record Date are outside Hong Kong whom the Directors, based on legal advice provided on the Company’s legal advisers, consider it necessary or expedient not to offer the Rights Issue to such Shareholders on account of either the legal restrictions under the laws of the relevant place or the requirement of the relevant regulatory body or stock exchange in that place, as described in further detail in a circular issued by the Company dated 1 December 2014 (“ Circular ”) of which the notice convening this meeting forms part;
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For identification purposes only
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(b) the execution, delivery and performance of the underwriting agreement dated 12 November 2014 (the “ Underwriting Agreement ”) and entered into between the Company and Win Fung Securities Limited (the “ Underwriter ”) (a copy of which is produced to the meeting marked “A” and signed by the Chairman of the meeting for the purpose of identification), in relation to the Rights Issue and the transactions contemplated thereunder and all actions taken or to be taken by the Company pursuant to or incidental to the Underwriting Agreement be and are hereby approved, confirmed and ratified;
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(c) subject to the fulfillment or waiver of the conditions set out in the Underwriting Agreement, any Director be and is hereby authorized to allot and issue the Rights Shares pursuant to and in connection with the Rights Issue;
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(d) any one or more of the Directors be and is/are hereby authorized to do all such acts and things, including but without limitation to the execution of all such documents under seal where applicable, as he/she may in his/her discretion consider necessary, expedient or desirable for the purpose of or in connection with the implementation of or giving effect to the Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder, including but without limitation, the exercise or enforcement of any of the Company’s rights under the Underwriting Agreement and to make and agree to such variations of the terms of the Underwriting Agreement as he/she may consider to be appropriate and in the interests of the Company.”
Yours faithfully
By Order of the Board
China Environmental Energy Investment Limited Chen Tong
Chairman
Registered office: Head Office and principal Clarendon House place of business: 2 Church Street Room 2211, 22/F Hamilton HM11 Lippo Centre, Tower Two Bermuda 89 Queensway Hong Kong
Head Office and principal
- 1 December 2014
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Notes:
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A form of proxy for use at the SGM is enclosed herewith.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer or attorney duly authorised.
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Any shareholder of the Company (the “ Shareholder(s) ”) entitled to attend and vote at the SGM convened by the above notice shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a Shareholder of the Company. A Shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/ her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
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In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the above SGM or any adjournment thereof at which the person named in the form of proxy proposes to vote or, in the case of a poll taken subsequently to the date of the SGM or any adjournment thereof, not less than 24 hours before the time appointed for the taking of the poll and in default the form of proxy shall not be treated as valid.
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Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the SGM convened or at any adjourned meeting (as the case may be) and in such event, the form of proxy will be deemed to be revoked.
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Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto, but if more than one of such joint holders are present at the SGM, whether in person or by proxy, priority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.
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The register of members will be closed from Wednesday, 17 December 2014 to Thursday, 18 December 2014, both days inclusive, on which no transfer of shares will be effected. In order to qualify for attendance of the special general meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Tuesday, 16 December 2014.
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As at the date of this notice, the board of Directors comprises four executive Directors, namely Ms. Chen Tong (Chairman), Ms. Chan Ching Ho, Kitty, Mr. Xiang Liang and Ms. Li Lin; two non-executive Directors, namely Ms. Yao Zhengwei and Mr. Wang Zhenghua; and three independent non-executive Directors, namely Mr. Tse Kwong Chan, Ms. Zhou Jue and Ms. Zhang Ruisi.
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